Service terms

I. DEFINITIONS

"Client" means the owner or owners of the Company or Person or Persons authorised b y the owner(s) who have requested Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd to provide Services to the owner(s) or authorised person(s) of the company and in the case of more than one owner or person mean such owners or persons jointly and severally.

"Client's Appointees" means any and all persons who may from time to time be nominated, appointed or act as director, alternate director, secretary, manager, partner, trustee, protector, bank signatory, other officer, grantee of a power of attorney, administrator, registered agent, or provider of a registered office, address for legal service, or registered shareholder of the Company.

"Company" means any company, trust, foundation or other legally recognized structure established and/or
administered by Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd.

"Person" means any human, firm, company or other body incorporated or unincorporated.

"Services" means, but are not limited to, company formation, management, administration, registered agent, company secretarial, nominee directors or shareholders, bank or brokerage introductions, trustee, advisory and other related services provided by Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd to Client's Company.

II. BUSINESS ACTIVITIES

A. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd reserves the right to discontinue providing Services and ceasing to act without notice for any Client if any Client is or becomes an Excluded Person or engages in any illegal or barred activity. An Excluded Person includes those who have been imprisoned or found guilty of any criminal offence; Persons who have been proven to have acted in a fraudulent or dishonest manner in any civil proceedings; and Persons who have acted in any manner displaying moral turpitude. Illegal or barred activities include illegal or other activities related to money laundering, receiving the proceeds of drug trafficking, terrorist activities or criminal activities or trading with such countries which have been excluded by banks and financial institutions from time to time.

B. Business activities not approved by Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd include, but are not limited to, industrial espionage, trading in arms and weapons, human beings, human or animal organs, biological substances or nuclear materials, pornography, gaming and any other purpose which is illegal under the laws of any place of incorporation or establishment of the Company or place in which it carries on business or other purposes deemed unacceptable to Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd.

III. FEES AND DIRECT COSTS

A. Client undertakes to make payment of the negotiated and agreed Fees for Services charged by Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd upon Client receiving an invoice from Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd for the same. Fees are as stated in Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd's published Fee Schedule, which is subject to change from time to time.

B. Client undertakes to pay Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd in advance all Direct Costs, government duties, license fees or government fees of any nature relating to the Company. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd will not be liable for any penalties, fines or other liabilities incurred by the Client or by the Company and the Client accepts full responsibility to pay these and indemnify Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd against any liability in respect of the same.

C. In the event Client fails to settle immediately the invoices issued by Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd, then Client authorizes Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd to deduct the Fees, Direct Costs and other fees from any account or funds under the control of Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd that belong to the Client.

D. If Client does not require the Services provided by Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd, then Client shall advise Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd accordingly within thirty days of receipt of Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd's invoice for the forthcoming year's Services. If Client fails to notify Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd within the relevant thirty days, then Client shall be deemed to have agreed to pay Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd's invoice for the Services in full.

E. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd will not refund monies paid for Services (regardless of the specified term of the relevant service). Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd reserves the right not to provide Services or to act on Client's instructions. If Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd ceases to provide Services or ceases to act for any reason whatever, Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd will not refund monies paid for the same.

IV. DIRECTORS, OFFICERS AND REGISTERED OFFICE

A. Directors and Officers will at all times consider requests from Client, but they will not be required to act in any manner which appears to them to be dishonest, illegal, improper or unethical.

B. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd will procure the resignation of Directors or Officers provided by nominees of Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd upon written request from Client.

C. No reference shall be made to the registered office address(es) provided by Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd to Client's Company in any marketing or corporate materials, advertisements or public announcements without the specific written consent of Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd.

D. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd or the registered agent in the relevant jurisdiction may move their offices to another location
and such a move may require changing of the registered office address(es) of the Company. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd undertakes to give Client as much advance notice as possible of any such move, but it will not accept responsibility for any costs incurred by the Client as a result thereof.

V. CLIENT'S RESPONSIBILITIES

A. Client shall provide Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd with a copy of his/her passport for Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd's records. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd shall retain the copy of Client's passport in strict confidence unless required to disclose the same to a bank or brokerage firm to open an account or by a competent court of law or otherwise instructed by the Client.

B. Client shall provide Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd with updated contact details and instructions regarding restrictions on
communication matters.

C. Client shall not involve the Company in any unlawful act or undertaking as the same may be defined in
various jurisdictions in which Client's Company does business. It shall be Client's sole responsibility to
determine whether any such acts or undertakings are unlawful. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd shall not be responsible for any
unlawful a ct or undertaking in which the Client or Client's Company has been engaged.

D. Client shall ensure that the Company has sufficient funds to meet its commitments to Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd and other third party suppliers of services and/or products in a timely manner. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd shall not be responsible for financial commitments of Client's Company.

E. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd expressly disclaims any liability to the Client, the Company, and any third parties for any damage or loss to the Client, the Company or any other Person arising out of the use of the Company and/or Services by the Client or any other Person.

F. Client shall indemnify and hold harmless Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd, its affiliates and their directors, officers, employees and agents from and against all claims, actions, costs (including legal) and liabilities arising out of or relating to these Terms and Conditions of Business and the Services provided to the Company.

VI. CONFIDENTIALITY

Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd will not divulge to any third party any information concerning the Company, its Owners, its Directors and Shareholders, without the prior consent of the Owner. This clause is inapplicable when Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd is compelled by law to disclose such information.

VII. GENERAL PROVISIONS

A. All instructions or requests concerning the affairs of the Company shall be given by the Client in writing to Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd may, at its sole discretion, agree to take action on any request or instruction given otherwise than in writing only on the express understanding that Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd shall not be liable in respect of any misunderstanding or error regarding the same.

B. All communications in relation to the administration of the Company shall be deemed to have been properly communicated to the Client if sent to the postal address, email address or facsimile as notified to Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd by the Client.

C. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd shall not be liable for any failure to comply wholly or in part with any instructions received from the Client and shall not be responsible for consequences arising from non- receipt of instructions for any reason.

D. Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd provides information in its brochure, World Wide Web site and other materials regarding offshore fiduciary services, investment advisory and commercial matters. Such information does not purport to be legal, tax or other professional advice.

E. Where Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd receives mail, whether by the postal service, courier or other means on behalf of Client, Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd reserves the right to inspect the contents of such mail.

VIII. VALIDITY

These Terms and Conditions of Business supersede all prior Terms and Conditions of Business whether oral or written and no prior notice is required to be given to Client or potential Clients.

IX. TERMINATION OF SERVICES AND AGREEMENT

Any and all obligations of Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd shall cease forthwith if the Client shall fail to observe these Terms and Conditions of Business or if it comes to the attention of Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd that the Company is being used for activities other than the nature of business to be undertaken by the Company as provided by the Client in the company order.

X. DISPUTE RESOLUTION

This Agreement shall be governed by and interpreted in accordance with the substantive laws of Hong Kong and all disputes arising in connection thereto shall be finally settled by the Hong Kong Arbitration Centre in accordance with its rules. For the avoidance of doubt the Client and Hai Yang Company Secretary Ltd & Hai Yang Asia Ltd agree that the decision of such arbitration shall be binding on all parties to that arbitration.